For Guarantors incorporated or organized in the United Kingdom Sample Clauses

For Guarantors incorporated or organized in the United Kingdom. No Guaranty shall apply to any liability to the extent that it would result in any guaranty constituting unlawful financial assistance within the meaning of sections 678 or 679 of the Companies Xxx 0000. SECTION 1. Guaranty 2 SECTION 2. Guaranty Absolute 2 SECTION 3. Waivers and Acknowledgments 3 SECTION 4. Subrogation 4 SECTION 5. Payments Free and Clear of Taxes, Etc. 5 SECTION 6. Representations and Warranties 6 SECTION 7. Covenants 6 SECTION 8. Amendments, Etc. 6 SECTION 9. Notices, Etc. 7 SECTION 10. No Waiver; Remedies 7 SECTION 11. Right of Set-off 7 SECTION 12. Continuing Guaranty; Assignments under the Credit Agreement 7 SECTION 13. Fees and Expenses; Indemnification 8 SECTION 14. Subordination 8 SECTION 15. Execution in Counterparts 9 SECTION 16. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 SECTION 17. Severability 11 SECTION 18. Headings 11 SECTION 19. Guaranty Enforceable by Administrative Agent or Collateral Agent 11 HOLDINGS GUARANTY dated as of June 30, 2014 (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”) between ORTHO-CLINICAL DIAGNOSTICS HOLDINGS LUXEMBOURG S.À X.X, a société à responsabilité limitée governed by the laws of Luxembourg, having its registered office at 5, rue Xxxxxxxxx Xxxxx, and registered with the Luxembourg trade and companies register under the number B185693 (the “Guarantor”), and BARCLAYS BANK PLC, as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
Sample 1
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For Guarantors incorporated or organized in the United Kingdom. The guarantee and indemnity in this Guaranty does not apply to any liability to the extent that it would result in this Guaranty constituting unlawful financial assistance within the meaning of sections 678 or 679 of the United Kingdom Companies Xxx 0000. Credit Suisse AG, Cayman Islands Branch Eleven Xxxxxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 Reference is made to (i) that certain Credit Agreement dated as of August 18, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Jaguar Holding Company II, a Delaware corporation, Pharmaceutical Product Development, LLC, a Delaware limited liability company, Jaguar Holding Company I, a Delaware corporation, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and a L/C Issuer, and the other parties party thereto and (ii) the Subsidiary Guaranty dated as of August 18, 2015 (as amended, supplemented or otherwise modified from time to time, together with this Subsidiary Guaranty Supplement (this “Guaranty Supplement”), the “Subsidiary Guaranty”), among the Guarantors party thereto and the Administrative Agent. The capitalized terms defined in the Subsidiary Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.
Sample 1
For Guarantors incorporated or organized in the United Kingdom. The guarantee and indemnity in this Guaranty does not apply to any liability to the extent that it would result in this Guaranty constituting unlawful financial assistance within the meaning of sections 678 or 679 of the United Kingdom Companies Xxx 0000.
Sample 1

Related to For Guarantors incorporated or organized in the United Kingdom

  • Principal Place of Business; State of Organization Borrower will not cause or permit any change to be made in its name, identity (including its trade name or names), place of organization or formation (as set forth in Section 4.1.36 hereof) or Borrower’s corporate or partnership or other structure unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting or protecting the lien and security interests of Lender pursuant to this Agreement, and the other Loan Documents and, in the case of a change in Borrower’s structure, without first obtaining the prior written consent of Lender, which consent may given or denied in Lender’s sole discretion. Upon Lender’s request, Borrower shall, at Borrower’s sole cost and expense, execute and deliver additional security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Property as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Incorporation and Organization The Corporation has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation or partnership, as the case may be, under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

  • Preservation of Organization The Sellers shall use their best efforts to preserve the business organization of the Company (including Subsidiaries) intact and to persuade all employees of the Company or Subsidiaries to remain in its employment after the Closing; provided that nothing herein contained shall be deemed to constitute an obligation of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relationships with it.

  • Jurisdiction of Organization During the term of the Receivables, CNHICA will maintain its “location” (as defined in Section 9-307 of the UCC) in one of the States.

  • Jurisdiction of Organization; Chief Executive Office Such Grantor’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3 and such Schedule 3 also lists all jurisdictions of incorporation, legal names and locations of such Grantor’s chief executive office or sole place of business for the five years preceding the date hereof.

  • Type and Jurisdiction of Organization, Organizational and Identification Numbers The type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.

  • Qualification, Organization, Subsidiaries, etc (a) Each of Parent, Merger Sub 1 and Merger Sub 2 is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2. (b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards. (c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.

  • PARTS INCORPORATED 1.03.1 The above-described sections and exhibits are incorporated into this Agreement.

  • LIABILITY OF FOREIGN SUB-CUSTODIANS AND FOREIGN SECURITIES SYSTEMS Each agreement pursuant to which the Custodian employs as a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties and, to the extent possible, to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Funds shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Funds have not been made whole for any such loss, damage, cost, expense, liability or claim.

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